Andrae Marrocco’s transactional practice is focused on domestic and international franchise and distribution matters. He has particular expertise in complex franchise arrangements, franchise system mergers and acquisitions (M&A), and cross-border / international transactions.

Andrae works with businesses and franchise systems at all stages of maturity across a range of industries, including professional services, technology, automotive, restaurant, retail, fitness and health care, childcare and education, real estate, manufacturing and commercial services. Numerous legal ranking publications recognize Andrae for his work in franchise law.

Advising on all aspects of Canadian franchise and distribution law, Andrae provides guidance on structuring and expansion strategies, negotiation of franchise, master franchise and area development agreements, distribution and licensing agreements, regulatory and disclosure compliance, trademarks, acquisitions and dispositions, system changes, disputes and enforcement. He has significant experience advising foreign franchisors expanding into the Canadian market.

Andrae’s corporate practice focuses on advising Canadian and international businesses on cross-border expansion, corporate structures, negotiated M&A transactions and corporate governance. He advises on ownership arrangements, including sophisticated shareholder, partnership and joint venture agreements; financing and restructuring matters; complex commercial arrangements; private equity investments and international transactions.

Andrae is a frequent presenter at Canadian and international franchise conferences, and a regular contributor to national and international franchise publications. He is an active member of various North American franchise organizations, serving on several steering committees.

Representative Matters

  • Private equity investment in international day care franchise system (with extensive corporate operations).
  • Private equity acquisition of international coding franchise system.
  • International hotel chain expansion into Canada.
  • Global tourism franchise business acquisition of Canadian master franchisee.
  • Canadian franchisor selling its commercial services franchise system to a strategic acquirer.
  • International appliances and parts manufacturer restructure of distribution arrangements across Canada.
  • US restaurant business franchisor entering the Canadian market through sophisticated JV franchising structure.
  • Offshore private equity investor acquiring a significant portfolio of restaurant business franchises in Canada.
  • Global renovation business franchisor undertaking a system wide rebrand through pilot program and progressive changeover.
  • Japanese backed private equity fast causal concept expansion into Canada.
  • Healthcare services franchisor establishing its system under license with a leading retail store to roll out healthcare practices across Canada.
  • Prominent restaurant business franchisor negotiating and documenting a management buyout arrangement.
  • US based emerging beverage company negotiating initial distribution arrangements across the globe.
  • NHL Players acquiring an OHL hockey team.
  • Italian precious jewels business migrating head office (and global operations base) to the Canadian market.
  • US based global distribution and outsourcing group acquiring several Canadian manufacturing corporations.
  • Canadian hotel amenities corporation acquiring a Singaporean manufacturer from an Australian hedge fund.
  • Construction industry franchise concept expansion into Canada.
  • Hong Kong entrepreneurs acquiring Canadian/US kitchen amenities manufacturer and distributor.
  • Global investment bank financing a billion dollar group restructure.

Speaking Engagements

Co-Presented "The Future of Franchising Between America and Asia" on Front Consulting International webinar on July 13, 2020

July 2020

Presented the topic "So You Want to Expand to Canada, Eh?" on an IFPG webinar on May 28, 2020

May 2020

Presenter and Author, “Basics Track: Franchise Mergers & Acquisitions”, 50th Annual International Franchise Association Legal Symposium

May 2017

Presenter, “Life as a Franchise Clerk,” The Institute of Legal Clerks of Ontario – 27th Annual Conference, May 2017

May 2017

Presenter and Author, “Buying and Selling a Franchise – Tips for a Business Lawyer”, Ontario Bar Association’s Institute 2017

February 2017

Presenter and Author, “The Purchase and Sale of Franchises and Franchise Systems”, Ontario Bar Association, 16th Annual Franchise Law Conference

November 2016

Presenter and Author, “Due Diligence in Franchise System Acquisitions”, Canadian Franchise Association Law Day

January 2016

Presenter, “Franchise Disclosure: The Nuts and Bolts,” Webinar

January 2016

Presenter, “Common Challenges in Franchise and Not-For-Profit Practice,” The Institute of Legal Clerks of Ontario – Advanced Corporate Program

November 2015

Presenter, "Who Is An 'Officer' For the Purposes of Preparing an FDD Under the Arthur Wishart Act?," Ontario Bar Association Franchise Law Dinner Program

March 2015
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Media Mentions

Rankings & Recognition

  • Recognized by Chambers Canada (2022) as a leading lawyer in the area of Franchising Law
  • Recognized by Best Lawyers in Canada (2022) as a leading lawyer in the area of Franchise Law
  • Recognized in the 2021 Canadian Legal Lexpert Directory as a Repeatedly Recommended Lawyer in the area of Franchise Law
  • Recognized by the Best Lawyers in Canada (2021) as a leading lawyer in the area of Franchise Law
  • Recognized by Chambers Canada (2021) as a leading lawyer in the area of Franchising Law
  • Listed in Who’s Who Legal: Franchise 2020 as a Global Leader in Franchise
  • Recognized in the 2020 Canadian Legal Lexpert Directory as a Repeatedly Recommended lawyer in the area of Franchise Law
  • Listed in Who’s Who Legal: Canada 2020 as a National Leader in Franchise
  • Named on the Franchise Times list of “Legal Eagles” for 2020
  • Recipient of Lexology’s 2020 Client Choice Award for Franchising in Canada
  • Recognized by Chambers Canada (2020) as a leading lawyer in the area of Franchising (Client comments included: “He’s my go-to guy for all Canadian franchise matters” and “I have found Andrae to be a real thought leader in the franchise industry”)
  • Recognized by Best Lawyers in Canada (2020) as a leading lawyer in the area of Franchise Law
  • Listed in Who’s Who Legal: Franchise 2019 as a leader in Franchise
  • Recognized in the 2019 Canadian Legal Lexpert Directory as a Repeatedly Recommended lawyer in the area of Franchise Law
  • Ranked in Chambers Canada 2019 which states: Andrae is regarded by clients as “a very valuable resource” and “highly detailed lawyer” who is “very on top of developments in franchising law.”
  • Listed in Who’s Who Legal: Canada 2019 as a leader in Franchise
  • Recognized by Best Lawyers in Canada (2019) as a leading lawyer in the area of Franchise Law
  • Listed in Who’s Who Legal: Canada 2018 as a leader in Franchise
  • Named on the Franchise Times list of “Legal Eagles” for 2019
  • Recognized in Who’s Who Legal: Franchise 2018 as a leading practitioner
  • Certified Franchise Executive designation by the Institute of Certified Franchise Executives
  • Named on the Franchise Times list of “Legal Eagles” which quotes that “Andrae Marrocco combines a deep understanding of corporate commercial law, mergers and acquisitions and franchise law with practical business savvy.”
  • Who’s Who Legal: Franchise says “the excellent Andrae Marrocco is counted among the very best in Canada and is noted for his communicative, charismatic and professional approach.”
  • Who’s Who Legal: Canada writes that “Andrae Marrocco is impressive and manages client mandates with a persuasive, personal and professional style.”
  • The Canadian Legal Lexpert Directory recognizes Andrae as one of Canada’s leading franchise lawyers
  • Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada recognizes Andrae as one of Canada’s leading cross-border corporate lawyers
  • Andrae’s literary contributions on the subject of franchise related mergers and acquisitions have earned him the title of “Expert” by Getting the Deal Through

Community Involvement

  • Andrae holds leadership positions and serves on the executive of a number of not-for-profit organizations and charitable institutions.

Directorships & Affiliations

  • Ontario Bar Association
  • Canadian Bar Association
  • Law Society of Ontario
  • Canadian Franchise Association
    • Member of the Legal & Legislative Affairs Committee
  • International Franchise Association
    • Past Member of the IFA Legal Symposium Task Force
  • International Bar Association
    • International Franchising Committee
  • American Bar Association
    • Forum on Franchising

Education & Admissions

Called to the Ontario bar
Admitted to practice in South Australia
LLB (Honours)University of Adelaide (Australia),
B.Comm. (Corporate Finance)University of Adelaide (Australia)
B.Soc.Sc.University of Adelaide (Australia)


Insights (9 Posts)

Featured Insight

Another Franchisor Freshly Squeezed by Material Deficiencies in its Disclosure Document

The Court in Freshly Squeezed applied the Raibex test to determine what deficiencies in disclosure entitle a
franchisee to the two-year rescission remedy.

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Jun 14, 2021
Featured Insight

Amendment to Ontario Franchising Legislation

The Amendment to Ontario's franchise legislation coming into effect on September 1, 2020 brings changes that have been eagerly awaited by franchisors.

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Aug 28, 2020
Featured Insight

9 Things You Should Do Right Now to Protect Your Franchise System During the COVID-19 Pandemic

Tips to help franchisors mitigate risks that may result from the COVID-19 pandemic and how to prepare for future emergency business interruptions

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May 13, 2020
Featured Insight

Caught by Release: Franchisees Can’t Have Their Cake and Eat It Too

New Vision Renaissance MX Ltd. v. The Symposium Café Inc confirms that Ontario Courts will uphold appropriately crafted releases given by franchisees.

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Mar 30, 2020
Featured Insight

Getting the Deal Through (Canada Chapter) – Private Equity 2019 – Fund Formation

A limited partnership is typically used for private equity funds in Canada.

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May 2, 2019
Featured Insight

Getting the Deal Through (Canada Chapter) – Private Equity 2019 – Transactions

A wide range of private equity transactions is common in Canada, including going-private transactions, private investments in public companies and private company buyouts.

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May 2, 2019
Featured Insight

Franchise Law Webcast: Trends Affecting Franchise Systems Operating in Canada

In this interactive Q&A style webinar, members of our franchise and distribution team will provide an overview of the Canadian legal landscape and recent trends affecting franchise systems operating in Canada.

Apr 25, 2019
Featured Insight

Five Key Takeaways from the 18th Annual Franchise Law Conference

Several lawyers from McMillan’s Franchise Law and Distribution Group presented at the 18th Annual Franchise Law Conference held on October 18, 2018 in Toronto,

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Dec 29, 2018
Featured Insight

A Word of Warning to Franchisors – ADR Provisions May Postpone the Limitation Period for Rescission

In PQ Licensing S.A. v. LPQ Central Canada Inc., the Court' decision hinged on the alternative dispute resolution provisions set out in the franchise agreement.

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Nov 2, 2018